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HomeMy WebLinkAbout2001-07-23 City Councilof Palo Alto C ty a ager s Report TO: HONO~LgCITYCO~C~ ......................~~~ .........../ FROM: DATE: SUBJECT: CITY MANAGER DEPARTMENT: PUBLIC WORKS JULY 23, 2001 CMR:298:01 APPROVAL OF CONSULTANT CONTRACT WITH NOLTE ASSOCIATES, INC.IN THE AMOUNT OF $157,102 FOR DESIGN SERVICES FOR THE HOMER AVENUE CALTRAIN UNDERCROSSING,CAPITAL IMPROVEMENT PROGRAM PROJECT 10121 RECOMMENDATIONS Staff recommends that the City Council: 1. Approve and authorize the Mayor to execute the attached contract with Nolte Associates, Inc. in the amount of $157,102 for design services for the Homer Avenue Caltrain Undercrossing, CIP Project 10121. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Nolte Associates, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $15,710. BACKGROUND The need for a pedestrian and bicycle connection between the new Palo Alto Medical Foundation (PAMF) campus and the South of Forest Area (SOFA) neighborhood was first raised during the review of the new PAMF campus. The crossing would serve as a pedestrian!bicycle link between the SOFA neighborhood, the PAMF campus, Caltrain Station and points beyond. In November 1998, a feasibility study by Steven Grover and Associates evaluated three railroad-crossing alternatives. The preferred alternative was an undercrossing facility that provided the necessary accessibility and safety while providing the best reduction in time travel for cyclists. In December 2000 (CMR:441:00), the City Council accepted $2.3 million in federal and state grant funds for the Homer Avenue Caltrain Undercrossing project and approved a Budget Amendment Ordinance (BAO) in the amount of $100,000 to create a Capital Improvement Program for the Homer Avenue Caltrain Undercrossing Project. In April 2001 (CMR:205:01), the City Council approved the Disadvantaged Business Enterprise (DBE) program that provides eligibility to accept this funding administered by the California Department of.Transportation (Caltrans). On May 31, 2001, the City received authorization from Caltrans to begin the preliminary engineering phase of the project. Due to the accelerated timeline and timing of the BAO, CMR:298:01 Page 1 of 3 the scope of services for the project was not reviewed by the Policy and Services Committee. DISCUSSION The work to be performed under the contract is to provide 15 percent design services and a refined project cost estimate in order to receive City Council direction before proceeding further with the project. The project will need to be implemented on an accelerated timeline in order to safeguard the state and federal funding. Grant funding must be obligated for the construction phase no later than June 30, 2002. The project will be divided into three phases: 15 percent design, final design and construction. The consultant contract includes only 15 percent design, with the provision of adding the other phases if approved by Council. Attachment A provides the proposed contract and scope of work. The scope of services includes the following specific tasks during this phase of work: 1) 2) 3) 4) 5) 6) Site Survey, Utility and Right-of-Way Conditions Assessment of Hazardous Materials and Geotechnical Report Design Criteria and Construction Options Environmental Assessment 15 percent Design, Schematic, Preferred Design with Cost Estimates and Schedule Community and Architectural Review Board Meetings Selection Process Staff sent request for proposals (RFP) to 13 builders exchanges and 28 consulting firms on May 4, 2001. The proposal period was 33 days. A pre-proposal meeting was held on May 22, 2001. Five civil engineering firms attended the meeting. One firm submitted a proposal. The estimated design cost was $228,745. Staff negotiated with the Consultant to a design cost of $157,102. Those firms not responding indicated that they did not submit a proposal because of the specialized nature of the tunnel design and the expedient time line required for this project. Staff carefully reviewed the firm’s qualifications and submittal in response to the RFP relative to the following criteria: completeness of the proposal, relevant experience, understanding the project approach, qualifications of key personnel for the civil engineering, architectural and other subconsultant expertise. Staff invited Nolte Associates to an interview and preliminary negotiations on June 8, 2001. Staff and the consultant reviewed the project scope of work, identifying several areas within the scope of work that would need to be reduced. Nolte Associates was selected because, in addition to meeting all the criteria, it has an excellent understanding of tunnel design, construction options and the required funding deadline. CMR:298:01 Page 2 of 3 RESOURCE IMPACT Funds for the Homer Avenue Caltrain Undercrossing have been appropriated under the FY 2001-02, Homer Avenue Undercrossing Project # 10121. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. ENVIRONMENTAL ASSESSMENT This project is subject to the requirements of the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). An "Initial Study" and a "Preliminary Environmental Study" will be completed during the final design phase. ATTACHMENTS Attachment A:Contract ELIZABETH AMES Senior Engineer DEPARTMENT HEAD: ~GLENN S.~ Director of Public Works CITY MANAGER APPROVAL: Assistant City Manager CMR:298:01 Page 3 of 3 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND NOLTE ASSOCIATES, INC. FOR CONSULTING SERVICES ATTACHMENT A This Contract No.is entered into this day of , 2001, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California, located at 250 Hamilton Avenue, Palo Alto, California, 94301 (~CITY"), and NOLTE ASSOCIATES, INC., a California corporation, located at 1731 North ~First Street, Suite A, San Jose, California, 95112-4510 ("CONSULTANT"). This Contract shall be commonly known as the Design Phase Contract for the Homer Avenue CalTrain Undercrossing Project (the ~Project"). The Project is generally bounded by the intersection of Homer Avenue/Alma Street and Urban Lane and will consist of design services for the fifteen percent (15%) design phase of the undercrossing facility and approaches, including the completion of an environmental assessment and the preparation of design and construction plans, specifications and cost estimates. If CITY decides to proceed with the completion of the design and construction of the Project, CITY, in its sole discretion, will either issue a new request for proposal -to complete the design and construction of the Project or amend CONSULTANT"s contract to include performance of such services. The Contract shall be administered by Elizabeth Ames. All work performed by CONSULTANT pursuant to this Agreement will be available for inspection by representatives of CITY and the State of California at Palo Alto City Hall located at 250 Hamilton Avenue, Palo Alto, California, 94301. RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit "~’; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; 010727 sm 0052762 1 NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.I This Contract will commence within five (5) days of CITY issuing a written notification ("CITY’s notice") to CONSULTANT to proceed with the work specified herein, and will terminate upon the earlier of (i) March I, 2002, or (ii) the completion of the Project, unless eariier terminated by CITY as provided hereinafter. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "~’. Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as more fully and particularly described in Exhibit "A" attached hereto and incorporated herein by this reference. No construction work shall be commenced on the Project until the environmental review required by the California Environmental Quality Act ("CEQA") has been approved by the Federal Highway Administration (~FHWA") in accordance with the provisions of Chapter 6 of the Local Assistance Procedures Manual. CITY maintains a true and correct copy of Chapter 6 of the Local Assistance Procedures Manual on file with and available for review during normal business hours at the Office of Public Works Engineering located in City Hall at 250 Hamilton Avenue, 6th Floor, Palo Alto, California. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverab!es, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Counci!, as may be required, CONSULTANT wil! be entitled to full compensation for al! work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work,unless the amount of additional 010727 sm 0052762 2 compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT cormmences the performance of any such change in work. 2.3 CITY and CONSULTANT shall adjust the time schedule for performance under this Contract as appropriate for any delays caused by acts of God, war, natural disasters, and similar circumstances beyond the control of either CITY or CONSULTANT. Any adjustment made to the time schedule .for performance shall be mutually agreed upon by the parties. 2.4 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.5 Any and all errors, omissions, or ambiguities in the [~liverab!es, which are discovered by CITY after the constr ction contract is awarded by CITY, will be performed by CONSUL ANT, as follows: (a) at no cost to CITY insofar as those Servic s, including the Basic Services or the Additional Servic s, as described below, or both, will result in minor or nonben ficial changes in the construction work required of the constr< =tion contractor;-or (b) at CITY’s cost insofar as those Servic~, including the Basic Services or the Additional Servic~, or both, will add a direct and substantial benefit to the co:struction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantia! benefit to the construction work. SECTION 3. CONSULTANT QUALIFICATIONS, STATUS, AND DUTIES OF 3.1 CONSULTANT represents and warrants that ithas the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all 010727 sm 0052762 3 individuals and the names of their employers or principals to be employed as consultants. 3.2 In reiiance on the representations and warranties set forth in this~ Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it wil! execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Christopher P. Metzger as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Abunnasr Husain will be assigned as the project coordinator who wil! represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and. incident to the due and lawful prosecution of the Pro-~ect; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services, including without limitation the prevailing wage laws set forth in the California Labor Code commencing with Section 1775; 3.4.3 At all times observe and comply with, and cause its emp!oyees and consultants, if any~ who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances,regulations, Orders and decrees mentioned above; and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency~ it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 3.5 Any Deliverables given -to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and wil! not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approva! of the city manager. 010727 sm 0052762 4 3.6 CONSULTANT shall provide CITY with ten (i0) copies of any documents, including all reports, plans, right-of- way plots, specifications, and surveys, which are a part of the De!iverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for- their performance.If any employee or consultant of CONSULTANT fails or refuses to carry outthe provisions of this Contract or appears to be incompetent orto act in a disorderly or improper manner, the emp!oyeeor consultant will be discharged immediately from further performance under this Contract on demand of the project manag<r. 3.9 In the execution of the Project, CONSULTANT and its :3nsultan~s, if any, will at al! times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be perfo: ~ed or obtained any and all of the following Additional Servi< ~s, not included under the Basic Services, if so autho::.zed, in writing, by CITY: 3.10.1 Providing services as an expert witness in connec ion with any public hearing or meeting, arbitration proceeding, or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normallyrequired under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. 010727 sm 0052762 5 3.12 CONSULTANT shall comply with CITY’s Disadvantaged Business Enterprise Program (~DBE") attached hereto as Exhibit ~B" and incorporated herein by this reference. 3.13 CONSULTANT warrants that it has not employed or retain any company or person, Other than a bona fide employee working for CONSULTANT, to solicit or secure this Contract, and CONSULTANT has not paid or agreed to pay any company or person, other than a bona fide employee, any .fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Contract. For breach or violation of this warranty, CITY shall have the right to annul this Contract without liability, or at its discretion, to deduct from the Contract .Compensation, or otherwise recover from CONSULTANT, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 3.14 CONSULTANT shall ensure that all plans, specifications, estimates and engineering data delivered to CITY as part of the Deliverables shall be signed by a certified civil engineer licensed by the State of California and shall bear the engineer’s seal clearly indicating h±s/her registration or license number. 3.15 CONSULTANT shall perform all work on the Project in a manner consistent with City, Peninsula Corridor Joint Powers Board, State, and Federal Highway Administration standards, codes, statutes, and regulations. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit ~A" .and shall make avaiiable to CONSULTANT such information regarding its requirements applicable to the Project and. such other information as CONSULTANT may reasonably request, including but not limited to the data and materials set forth in Exhibit ~C" attached hereto and incorporated herein by this reference. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables, including but not limited to checking shop drawings for all construction plans, and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval wil! be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. In addition, CONSULTANT acknowledges and agrees that 010727 sm 0052762 6 such work may also be inspected by representatives of the State of California and FHWA. 4.3 The city manager will represent CITY for all purposes under this Contract. Elizabeth Ames is designated .as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and wil! be assisted by Woojae Kim, the Project Engineer. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. 4.5 CITY shall be available for conferences with CONSULTANT and shall coordinate with the Peninsula Corridor Joint Powers Board to provide CONSULTANT with access to the site as needed to complete the Project. SECTION 5. COMPENSATION 5.1 All compensation and expenses paid under this Contrac shall comply with the Federal Acquisitions Regulations set fc ~th in Titie 48, Part 31 of the Code of Federal Regular ons. CITY maintains a true and correct copy of the Federal Acquisition Regulations on file with and available for review /uring normal business hours at the Office of Public Works ~i ~gineering located in City Hall at 250 Hamilton Avenue, 6th Flo< ~, Palo Alto, California. 5.2 CITY will compensate CONSULTANT for the following services and work: 5.2.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed One Hundred Fifty Seven Thousand One Hundred Two Dollars ($157,102). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit ~’, on a time and materials basis, up to the maximum amount set forth in this Section. The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse paYment of such fees, if such prior approval is not obtained by CONSULTANT. 5.2.2 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "D" will not exceed Fifteen Thousand Seven Hundred Ten Dollars ($15,710). An employee’s time will be computed at a multiple of 2.14 times the employee’s direct personnel expense 010727 sm 0052762 7 described below. The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY thirty (30) days prior written notice of the effective date of any revised rate schedule. 5.2.3 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, ~in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior. to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.2.4 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification wr~ters and typists, in consultation, research and design, work in producing drawings, specifications and other documents pertaini~g to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mand~tory and customary benefits such as statutory employee benefits, insurance~ sick leave, holidays and vacations, pensions and similar benefits. 5.3 The schedule of payments will be made as follows: 5.3.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "D", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, without limitation, reports which have been approved by the project manager. 5.3.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 010727 sm 0052762 8 5.3.3 No deductions wil! be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project wil! be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to representatives of CITY, the State of California, and FHWA for auditing purposes at mutually convenient times during the t.erm of this Contract and for a minimum of three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction-of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. Al! plans, specifications, estimates and engineering data which are part of the Deliverables shall be signed by a certified civil engineer in accordance with the provisions of Section 3.14 of this Contract. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any fina! and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or .modifications of such documents. In addition, any basic survey notes and sketches, charts, computations, and other data prepared or obtained by COUNSULTANT under this Contract but not transferred to CITY pursuant to the provisions of .this section 6.2 shall be made available to CITY, upon request, without restriction or limitation on the use of the same. SECTION 7.INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, proper~ty damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willfu! misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. 0 ! 0727 sm 0052762 9 SECTION 8. WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, conditibn, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance, by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, conditionor provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "E", insuring not only CONSULTANT, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Ratinq Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the reasonable approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled by the insurer except after filing with the CITY’s city clerk thirty (30) days prior written notice of such cancellation, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Consultant shall provide the City with thirty days prior written notice of any alteration of insurance required herein. Current certificates of such insurance will be 010727 sm 0052762 1 0 kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. SECTION i0. WORKERS’ COMPENSATION I0.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurande in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION ii. TERMINATION OR SUSPENSION OF CONTRACT OR I~!.i The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days prior written notice ther~of to CONSULTANT, .or immediately after submission to CITY by C©~SULTANT of any completed item of Basic Services. Upon recei<t of such notice, CONSULTANT will immediately discontinue _ts performance under this Contract. ii 2 CONSULTANT may terminate this Contract or suspend its executic] of the Project by giving thirty (30) days prior written not!ze thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and De!iverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made 010727 sm 0052762 ] 1 by the city manager in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follow~: 11.4.1 For approved, items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for .each item of service in an amount which bears the same ratio to the total fee otherwise~ payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or terminatic.n, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed~ prepared by CONSULTANT or its consultants, if any, or given tc CONSULTANT or its consultants, if any, in connection with this Cgntract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12.ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT wil! not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof, nor shall CONSULTANT subcontract out all or any portion of the worked CONSULTANT is required to perform under this Contract, without the prior written consent of CITY. A consent to one assignment or subcontract will not be deemed to be a consent to any subsequent assignment or subcontract. Any assignment or subcontract made without the approval of CITY will be void and, at the option of the city manager, this Contract may be 010727 sm 0052762 12 terminated.If CITY consents to any subcontract exceeding $25,000 in cost, CONSULTANT shall require the subcontract agreement to contain all of the provisions set forth in this Contract. This Contract will not be assignable by operation of law. SECTION 13.NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY :Office of the City Clerk City of Palo Alto Post Office BOX 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants t~at it presenti~ has no interest, and will not acquire any ~ter st, direct or indirect, financial or otherwise, which w)ulc conflict ir~ any manner or degree with the performance of t~e S rvices. 14.2 CON3ULTANT further covenants that, in the perfo: nance of this Contract, it will not employ contractors or perso< ~ having such an interest mentioned above. CONSULTANT certi i_es that no one who has or will have any financial integer under this Contract is an officer or employee of CITY; this =:~rovision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If.the Value of this Contract is, or may be, Five Thousand Dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "~’. 010727 sm 0052762 13 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: ~[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment;and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." .15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CiTY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) fc~r each person for each calendar day during which such person was subjected to discrimination, as damages for breach of c¢~ntract, or both. Only a finding of the State of California Fair Employment Practices CommisSion or the equivalent federal agency or officer will constitute evidence of a breach cf this Contract. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 010727 sm 0052762 14 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the united States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out ofthis Contract may recover its reasonable costs and attorneys’fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties~and supersedes all prior negotiations, representations, and contracts, either written or ora!. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants,, terms, conditions and provisions of this Contract wil! apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any-amendments thereto will remain in full force and effect. 16.!0 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any d~ly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Pa!o Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are 010727 sm 0052762 15 only appropriated for a portion of the fiscal year and funds for this Contract are no !onger available. This Sect±on 16.12 will take precedence in the event of a conflict with any othor covenant, term, condition, or prov±sion of this Contract, IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contra=t on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: City Attorney APPROVED: Assistant City Manager Director of Admlnistrative¯ Services Director of Public Works Insurance Review Attachments: EXHIBIT "A" EXHIBIT EXHIBIT ~C EXHIBIT ~’ EXHIBIT "E" EXHIBIT "~’ Mayor Taxpayer Identification No. (C~mpli~nce with Corp, Code ~ ~13 is requ£rod if the entity on whose behalf corporation. In the alternative, a ccrtlfied cut.rate reso/u£ion atto~tlng ~o the signatory authority of th~ individuals s~ing in ~heir r~spectlve cspac!~les i= acceptable) SCOPE OF SERVICES & TIME SCHEDULE DISADVANTAGED BUSINESS ENTERPRISE PROGRAM MATERIAL AND DATA TO BE PROVIDED BY CITYRATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 0107~.7 ~m 00~2762 16 CERTIFICATe. OF ACK~OWLED~NT (Civil Code § 1189) STATE OF ) ) SSo COUNTY OF ) On , 2001, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in. his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 010727 sm 0052762 17 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) ) ) ) ¯On.!_~ ~, 2001, before me, the undersigned, a Notary Publlc in" a~d ....for said.__county and State, personally appeared _porsona!ly known to me s~i~’tu~ ~vide~u~ to be the person(s) whose name(s) -i-s~a~r~ subscribed to the within instr~en~ and .acknowl~g~ to me that capacity(fes), and that by h~~~~signature(s) on "he instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ’"_ y EXHIBIT A THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 I.INTRODUCTION The following is the proposed scope of services/work plan to be provided by the Nolte team in preparation of the conceptual, or 15%, design report assessing the feasibility of constructing the Homer Avenue Undercrossing. H. DETAILED SCOPE OF SERVICES Task 1 - Proiect Coordination & Research Task 1 has two major subtasks. Subtask 1.1 consists of project coordination efforts and day-to-day communications, which we title herein as Project Coordination. Subtask 1.2 consists of collecting, reviewing and summarizing data from which decisions can be made. 1.1 - Project Coordination This task includes preliminary coordination meetings with the Public Works Department, other departments at:=-! agencies, and development of the project schedule and facilitation of the formal kick-off meeting. This :=eti~g will introduce the programming team to the Peninsula Corridor Joint Powers Board (PCJ’PB) ~ project goals, schedules, and planning and design protocols will be established and meetings with C ~3artrnental representatives scheduled. Nolte will initiz the project with he preparation of the Nolte Project Work Plan. This living document defines the cone ions and criteria ruder which the project will be developed and products delivered to the client. The area ff project admini:’~ration, design criteria, schedule, and budget are addressed in detail to establish clear ~ ~ectations and lin~.:s of communication throughout the project. This document is updated ona continuous asis, and is reviewed with the City at the beginning of each major phase of the project. Nolte will orga~ e and facilitate a kick-off meeting to include key City staff and subconsultants, and other agencies a:- dentified by the team. We will utilize de~i~ ~eam meetings identified in each following task to track overall progress of the project and facilitate the flow of information between the Agencies and Nolte. Face-to-face meetings will be supplemented with telephone calls as needed. Agendas, minutes showing action items, submittal logs, and data request logs (all part of Nolte’s Project Work Plan) will be utilized in the meetings to maximize their effectiveness. Within the Nolte design team, routine teleconference calls will be utilized to track and resolve issues. Nolte will prepare a detailed schedule for the entire design process using Microsoft Project. This schedule will be constantly monitored and updated as the project progresses. Project Coordination activities will result in a comprehensive project work plan, schedule, clearly defined expectations, project meetings, and a well-documented log of communications and information. Page 1 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 1.2 - Data Collection and Review The objective of this sub-task for the. 15% design phase is to collect information on the critical issues and design criteria, and document the known conditions at the study location. This information will serve as the basis for common understanding and identification of issues, and evaluation of alternative solutions, forming the basis for decision-making. The City will provide the data documented in Exhibit "C" Nolte will supplement City provided data with its own field data from a site investigation, will secure a recent digital aerial photograph,and will request additional information, if deemed necessary. Specific items of data will include: ¯Existing mapping and aerial photographs ¯Historical land use information ¯Current and planned pedestrian and bicycle routes with volumes and destinations (supplemented by our own data collection as described below) ¯Visual corridors and viewer sensitivities for the project vicinity ¯Prominent visual features and formal design context for the project site ¯Joint Powers Board clearance ¯City Utilities information within the project vicinity ¯VISTA Report ¯Soils and Hazardous Materials Reports ¯Easement acquisition issues ¯Code and regulation requirements from the City, PCJPB and Caltra~as ¯Utility data Upon collection of data from the City, supplemented by Nolte’s own field reviews, Noh will review the same for completeness, relevance, and accuracy. The Nolte team will also collect existing traffic, pedestrian and bicyclists data in the vic ~ty of the proposed Undercrossing. The collection and review of data will identify the need for any additional information and the key design. constraints and opportunities for the project. The product of this task will be a summary memorandum that will identify and describe pertinent data and findings. This memo will also identify project goals, and summarize key JPB criteria for designing and constructing the project. Information will be mapped and will include physical attributes of the project site along with constraints and opportunities. Page 2 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 Task 1 Deliverables/Products: ¯Project Schedule and Work Plan ¯Project coordination including schedule tracking and updates, agenda, meeting minute and document preparation for each task ¯Memo summarizing data collection of the project site ¯10 (5 draft/5 final) sets of information, schedules, reports, drawings, as noted. ¯Two meetings: (1) Preliminary meeting (2) Kick-off meeting/Site Investigation Task 2 - Surve,~ Utility Location and Right of Way Conditions Nolte will prepare a base map 0fthe project area to utilize in portraying constraints and developing alternatives. The base map will be developed at a scale of 1" = 20’ and will reflect major surface elements, underground utilities, and limits of right of way for the JPB, City and private properties. The initial intent at the 15% design phase is to provide enough information to make decisions on alignment and understand costs associated with construction, right of way, utilities and mitigation measures. Top- .~aphy will be developed initially to accurately locate key conform points and trees (sizes, types and loca~ ~r~s). Utility locations will be based on record information for standard items such as gas distribution an~ water service lines, while potholing information will be obtained for high risk/cost utilities such a~ 5bet-optic lines. Up to six (6) potholes will be performed and documented. Right of way will be based o record information for the 15% design phase. A total of two (2) days of a two-man crew is allotted for i~i :ntifying key elements. Task 2 Deliver~: ~les/Products: *Site Survey ¯Base Map, e isling Cross Sections, existing profile drawings in AutoCAD ¯10 (5 drafV5 finai) sets of information, reports, drawings, as noted. ¯Utility location and depth (potholing) Task 3 - Assessment of Hazardous Materials & Geotechnical Report Nolte will prepare a geotechnical Impact Report during this 15% study to assist in the conceptual planning and preparation of the conceptual design document. This will be a geotechnical feasibility type of study based on existing and readily available data. Page 3 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 Phase I Initial Site Assessment For the feasibility study, Nolte will perform a Phase I Initial Site Assessment (ISA) first, before the field exploration and testing is performed. The scope and budget of field testing can only be developed subsequent to the findings of the phase I ISA study. The Phase I Initial Site Assessment study will focus on the proposed crossing and related improvements only. The ISA will be prepared to identify potential hazardous waste sites and evaluate environmental factors that may have impacted the soil groundwater quality at the site. The study will include data collection (VISTA report) and documents research including historical land use based on study of aerial photographs and other relevant agency documents. No field exploration and/or testing is proposed in this phase of the work at this time. 15% Geotechnical Impact Report Nolte will review readily available materials and prepare a Geotechnical Impact Report (letter). No field exploration work is proposed for this phase, however site review and data research is proposed. The review will be based on readily available data including as-built Log of Test Borings from any existing projects, (i.e. PAMF), and other City records (if available). The potential geotechnical/geologic impacts and mitigation will be discussed on a broad basis including but not limited to slope stability, geology, seismic impacts, erosion, and groundwater conditions for the proposed structure, retaining walls, cuts and embankments. Generally, the geotechnical issues relevant to the proposed project will be presented in a qualitative manner with no specific design recc~endations. Certain design assumptions will be made as to the type of retaining wall, type of foundations, approximate pile lengths and approximate slope angles. The potential mitigation measures will also be provided in a discussion format. These are helpful in defining the overall design program ,~d evaluating the cost impacts. Subsequently, detailed Geotechnical Design and Bridge Foundation Repgrts will be prepared during the final design phase. Task 3 Deliverables/Products: Phase I Site Assessment Report Determine groundwater elevation and other soil characteristics to be used i~or construction based on monitoring wells/data Technical report summarizing findings Meetings as required by the City 10 (5 draft/5 final) sets of information, schedules, reports, drawings, as noted. Page 4 of 8 C:\TEMP\I 5% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 Task 4 - Design Options, Design Criteria and Construction Estimates After collecting relevant and satisfactory data, the Nolte team will develop some conceptual alternatives for alignment and structural systems. At this point, Nolte will schedule a two-hour meeting with the City. Other stakeholders will be invited as necessary. The purpose of arranging a meeting early in this task is to identify expectations, concerns, and common ground before venturing far into development of alternatives not acceptable to the stakeholders. Following the meeting with City personnel, we propose to have a working session with multiple disciplines/personnel involved. This session will be focused first on surfacing ideas to improve the situation, to look at qualitative pros and cons of these ideas, and then to narrow down the alternatives to those for which quantitative analysis will be performed. Issues to be considered in the qualitative analysis include: ¯Site area and location ¯Buildable area ¯Undercrossing alignment ¯Geotechnical/seismic conditions ¯Site improvement cost/overall project costs ¯Points of access, aesthetics, communityimpacts ¯Site infrastructure availability/impacts ¯Existing improvements ¯Environmental issues ¯Topography ¯Flooding and Drainage ¯Constructability ¯Traffic impacts ¯Railroad impacts ¯Right-of-Way impacts A comparison matrix will be developed as part of this meeting to document the proceedings. Design Criteria/Construction Methods Applicable design and construction criteria from JPB, Caltrans, the City of Palo Alto, and other agencies will be assembled into "Project Design Criteria." AREMA (American Railway Engineering and Maintenance-of Way Association) Manual for Railway Engineering and Caltrans Bridge Design Specifications (BDS), Seismic Design Criteria (SDC) and JPB specifications will govern the bulk of the effort on structure design and construction. Caltrans Highway Design Manual’s applicable sections to bike/pedestrian undercrossings in conjunction with City standards and ADA requirements will be assembled. Careful attention will be paid to constmctability and construction schedule as it pertains to track down time and construction costs. Several options are available to construct an undercrossing. Some of these include box culverts, and short bridges. A bored tunnel option is not preferred by the JPB. Different construction techniques such as top down construction and pre cast box section will be reviewed. Page 5 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 Geometry Schematic drawings and cost estimates will be developed for two geometric alternatives for the undercrossing structure and ramp approaches. The goal is to discuss and document the opportunities available and quickly narrow down the options to only the most feasible. We will also evaluate the possibility of integrating several potentially useful pedestrian and bike safety design measures such as curb bulbouts and other safety and operational features as well. Routes will be identified that enable access to and from the proposed multi-modal transit station to the north of University Avenue. To encourage and further promote walking and bicycling, it is critical to safely integrate bike and pedestrian travel routes to the proposed multi-modal transit station. Documentation Following the initial development meeting and the criteria/options development as described above, the Nolte team will prepare drawings illustrating major features. Also prepared at this time will be cost estimates. The assembled material will address issues of visual appearance, compatibility with surrounding environment, user comfort, and convenience. The following will be included in the planned presentations: Two dimensional base plan and sections of project site identifying key constraints, oppommities, and easements Two dimensional context maps identifying visual corridors, key planting and massing features, and traffic patterns ¯Geometric layouts for ADA ramping requirements ¯Summary of code and regulation based requirements Schematic plans of the selected alternative will be prepared to show basic plan views, profiles, and cross sections. Following the preliminary ARB meeting, these plans will be modified to reflect input received!direction given. The outcome of this effort will be conceptual documentation of a preferred alternative acceptable to stakeholders, including the City, Joint Powers Board, and Palo Alto Bicycle Advisory Committee. Task 4 Deliverables/Products: ¯Structural and Seismic Design Criteria ¯Prepare a letter report which summarizes the structural feasibility and provide conclusions and recommendations which includes engineering sketches sufficient to describe the structural concepts )~ Required Clearances from tracks and utilities ~ Size of structure (span, width, depth), surcharge loading from tracks ¯Evaluation of Two Construction Methods and Materials ¯Prepare a letter report that summarizes the construction methods and materials and provide conclusions and recommendations with cost estimates ¯Two Conceptual Geometric Design Options ~ Concepts, Geometric layouts ~ Diagrams, Plan, Profile and Cross Sections Page 6 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 ~ Signal Modification to add One Pedestrian Phase and Installation of Crosswalks at Alma/Homer ~ Cost Analysis and Comparisons 10 (5 draft/5 final)written and graphic reports Design Meetings Task 5 - Environmental Assessment This task will draw upon the resources and work products of team members and the City, as appropriate. The objective of Environmental Assessment for the 15% design phase is to complete the PES (Preliminary Environmental Study) form to help estimate the construction cost of the project. Completion of the environmental documents and all of the relevant technical studies in support of compliance with the California Environmental Quality Act (CEQA) (the City of Palo Alto regulations) and the National Environmental Policy Act (NEPA) are not part of the scope for this phase. 5.1 - Environmental Analysis for NEPA The NEPA review began with a field review meeting conducted by the City and completion of the PES form for Caltrans review. The PES form dictates all technical studies that will be required by Caltrans for presentation to the Federal Highway Administration (FHWA). A Categorical Exclusion, with required technical studies (involving Federal action) is recommended for approval by Caltrans and FHWA after the technical studies and responses to questions of the PES form are completed. Nolte Associates will supplement the PES form by providing the information noted below. ¯Identification of ,=l"ees to be removed and visual impacts as a result, response to PES question #15 ¯Historic property survey report (Section 106), response to PES question #25 5.2 - Meetings Donaldson Associates Project Manager will attend two meetings with the consultant team and/or City staff. Task 6 - 15% Design~ Schematic.and Preferred Design Nolte Associates will gain input from the City on the concepts and from the public meetings. Based on that input, Nolte will refine its 15% package, covered in Tasks 1 - 5, to a final form. The package will include a report containing the finalized comparison matrix, preliminary civil, structural, traffic and geotechnical engineering drawings, cost estimate and schedule. Nolte Associates shall provide a schematic design study package that includes the following: Item 1 15% design site plans, plan layouts of the site indicating site context, massing, scale and style. This will be refined during the public meetings to develop of the preferred concept. Item 2 Prepare a project cost estimate for the new undercrossing facility of the preferred concept. The cost estimates shall be inclusive of site development costs, art, construction costs, equipment costs, design, construction management, testing, Page 7 of 8 C:\TEMP\15% Scope.doc THE HOMER AVENUE CALTRAIN UNDERCROSSING SCOPE OF SERVICES CITY OF PALO ALTO July 16, 2001 PCJPB flagging, "soft costs", and other related costs for a fully operational undercrossing facility. Item 3 Prepare a revised scheduled for the total project including milestones and funding deadlines. Task 6 Deliverables/Products: ¯Two Design working meetings, discussions and incorporation of comments into the two conceptual designs using a comparison matrix. ¯Development of one schematic design of the undercrossing and approaches ¯Project Development Report includes design criteria, cost analysis, schedule and shall provide recommendation of the preferred concept. The report will also document environmental concerns, design impacts and describe the functional requirements of the undercrossing facility. ¯Nolte Associates will present the 15% design to the following Palo Alto Board and City Council: ¯Architectural Review Board (ARB) (1) meeting ¯City Council (1) meeting ¯15 copies of written and graphic reports for each meeting ¯Incorporation of review comments Task 7 - Meetings Under the City’s direction, Nolte Associates and its project team shall provide services including but not limited to organization and facilitation of community process meetings and preparation of agendas and meeting minutes. The work under this category shall only include expenses related to meetings. Other work shall be performed under the respective tasks. The scoped meetings are as follows: ¯Design Team (include kickoff) (8) meetings ¯ARB (1) meeting ¯City Council (1) meeting CATEMP\I 5% Scope.docPage 8 of 8 HOMER AVENUE UNDERCROSSlNG -’~I ~o I 7~s I ~" l ~ I ,~2~ I ~I ~o I. I I EXHIBIT B DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM 2000-2001 CITY OF PALO ALTO DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM 2000-20001 CITY OF PALO ALTO/COUNTY OF SANTA CLARA Policy Statement It is the policy of the City of Palo Alto to provide to Disadvantaged Business Enterprises (DBE), as defined in Title 49, Code of Federal Regulations (CFR) Part 26, a maximum practicable opportunity to compete for the award of contracts which receive financial assistance from the U.SI Department of Transportation (DOT). This policy, which is fully described herein, constitutes policy and commitment to substantially increase the DBE utilization in all program activities funded in whole or in part by the U.S. Department of Transportation. The City of Palo Alto, its contractors, and subcontractors, which are recipients of Federal aid funds, agree to ensure that DBE firms have the maximum opportunity to participate in the performance of Federally funded contracts and subcontracts. In this regard, this agency and all of its contractors and subcontractors will take all reasonable steps in accordance with 49CFR Part 26 to ensure that DBE firms have the maximum opportunity to compete for and perform contracts. Mayor, City of Palo Alto I. Definitions of Terms The terms used in this program have the meanings defined in ~,9 CFR §26.5. Ii. Objectives/Policy Statement (§§26.1,26.23) The City of Palo Alto has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations.of the U.S. Department of .Transportation (DOT), 49 CFR Part 26. The City of Palo Alto has received Federal financial assistance from the DOT, and as a condition of receiving this assistance, the City of Palo Alto will .sign an assurance that it will comply with 49 CFR Part 26. .- It is the policy of the City of Palo Alto to ensure that DBEs, as defined in part 26, have an equal opportunity to receive and participate in DOT-assisted contracts. ¯ It is also our:policy: To ensure.nondiscrimination in the award and administration of DOT- assisted contracts;. To create a level playing field on which DBEs can compete fairly for DOT- assisted contracts; To ensure that the DBE Program is narrowly tailored in accordance with applicable law; ~ To ensure that only firms tha~’fully meet 49 CFR Part 26 eligibility standards are permitted to participate as DBEs; To help remove barriers to the participation of DBEs in DOT-assisted contracts; and To assist the development of firms than can compete successfully in the market place outside the DBE Program. The Manager, Purchasing and Contract Administration has been delegated as the DBE Liaison Officer. In that capacity, The Manager, Purchasing and Contract Administration is responsible for implementing all aspects of the DBE program, .Implementation of the DBE program is accordedthe same priority as compliance with all other legal obligations incurred by the City of Palo Alto in its financial assistance agreements with the California Department of Transportation (Caltrans)i The City of Palo Alto has disseminated this policy statement to the City Council and all the compon.ents of our organization. We have distributed this statement to DBE and non-DBE business communities that perform work for us on DOT- assisted contracts by publishing this statement in general circulation, minority- focused and trade association publications. !11. Nondiscrimination (§26.7) The City of Palo Alto will never exclude any person from participation in; deny any person the benefits of, or otherwise discriminate against anyone in 2 connection with the award and performance of any contract covered by 49 CFR Part 26 on the basis of race, color, sex, or national origin. In administering its DBE program, the City of Palo Alto will not,directly or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of-the DBE program with respect to individuals of a particular race, -color, sex, or national odgin. IV. DBE Program Updates (§26.21) The City of Palo Alto will continue to carry out this program until the City of Palo Alto has established a new goal setting methodology or until significant changes to.this Model DBEProgram are adopted. The City of Palo .Alto will provide to Caltrans a proposed overall goal and goal setting methodology and other program updates by June 1 of every year. V. Quotas (§26.43) The City of Palo Alto will not use quotas or set-asides in any way in the administration of this DBE program. VI, DBE Liaison Officer (DBELO) (§26.45) The City of Palo Alto has designated the following individual as the DBE Liaison Officer:. .~ M. Howard Edwards Manager, Purchasing and Contract Administration City of Palo Alto 250 Hamilton Ave. Palo Alto, California 94301 650-329-2319 howard edwards@city.palo-alto.ca, us In that capacity, M. Howard Edwards is responsible for implementing all aspects of the DBE program and-ensuring that the City of Palo Alto complies with all provisions of 49 CFR Part 26. This is available on the Internet at osdbuweb.dot.gov/main.cfm. M. Howard Edwards has direct, independent access to theCity Manger concerning DBE program matters. The DBELO allocates a portion of his time to the program, designating roles to other~ staff members as required. An organization chart displaying the DBELO’s position in the organization is found in Attachment 1 to this program. The DBELO is responsible for developing, implementing and monitoring the DBE program, in coordination with other appropriate officials. Duties and responsibilities include following: 1.Gathers and reports statistical data and other information as required. 2.Reviews third party contracts and purchase requisitions for compliance with this program. 3. Works with all departments to set overall annual goals. 12.- 13. 4.Ensures that bid notices and requests for proposals are available to DBEs in a timely manner.-.. 5.Identifies contracts and procurements so that DBE goals are included in solicitations (both race-neutral methods and contract specific goals) and monitors results, 6.Analyzes the City of Palo Alto’s progress toward goal attainment and identifies ways to improve progress. 7.Participates in pre-bid meetings.~ 8.Advises the CEO/goveming body on DBE matters and achievement. 9.Chairs the DBE Advisory Committee. 10.Participates with the legal counsel and project director to determine ¯ contractor compliance with good faith efforts. 11. Provides DBEs with information and assistance in preparing bids, obtaining bonding and insurance. Plans and participates in DBE training seminars. Provides outreach to DBEs and community organizations to advise them of opportunitiesl Vii. Federal Financial Assistance Agreement Assurance (§26.13) The city of Palo Alto will sign the following assurance, applicati0n-toaliFHWA- assisted contracts and their administration a part of the program supplement agreement for each project: The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance:pfany DOT-assisted contract or .in the. administration of its DBE Program or the requirement of 49 CFR part 26. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ¯ ensure nondiscrimination in the award.and administration of DOT-assisted contracts. The recipient’s DBE Program, as required by 49 CFR part 26 and as approved by DOT; is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement.- Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the. Program Fraud Civil Remedies Act of 1986(31 .U.S.C. 3801 et seq.). VIII. DBE Financial Institutions It is the policy of the City Of Palo Alto to investigate the full extent of services offered by financial institutions owned and controlled by socially and economically disadvantaged individuals in the community, to make reasonable efforts to use these institutions, and to encourage prime contractors on DOT- assisted contracts to make use of these institutions. Information on the availability of such institutions can be obtained from the DBE Liaison Officer. The Ca!trans Disadvantaged Business Enterprise Program may offer assistance to the DBE Liaison Officer. 4 IX. Directory (§26.31) The City of Pale Alto will refer interested persons to the DBE directory available- from the Caltrans Disadvantaged Business Enterprise program website at www.dot.ca.qovth.qq/bep. X. Overconcentration (§26.33) The City of Palo Alto has not identified any types of work in DOT-assisted contracts that have an overconcentration of DBE participation, ifin the future the City of Pale Alto identified the need to address overconcetration, measures for addressing overconcentration will be submitted to the DLAE for approval. Xl. Business Development Programs (§26.35) The City of Pale Alto does not have a business development or mentor-prot6g~ program. If the City of Pale Alto identifies the need for such a program in the future, the rationale .for adopting such a-program and a comprehensive description of it will be submitted to FHWA for their approval. Xll. Required Contract Clauses (§§26.13,26.29) Contract Assurance The City of Pale Alto ensures that the following clause is placed in everyDOT- assisted contract and subcontract: ~ The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate. Prompt Payment City of Palo Alto ensures that the following clauses or equivalent will be included in each DOT-assisted prime contract: The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment-the prime contractor receives from the City of Pale Alto. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives City of Pale Alto. The prime contractor agrees further to release retainage payments to each subcontractor within 30 days after the subcontractor’s works is satisfactorily completed. 5 Any delay or postponement of payment from the above referenced time frame . may occur only for good cause following written approval of the City of Palo Alto. This clause applies to both DBE and non-DBE subcontractors. Xlll. Monitoring and Enforcement Mechanism (§26.37) The City of Palo Alto will assign a Resident Engineer (RE) or Contract Manager to monitor and track actual DBE participation through contractorand subcontractor reports of payments in accordance with the following: After Contract Award After the contract award the City of Palo Alto will review the award documents for the portion of items each DBE and first tier subcontractors will be performing and the dollar .valueof that work. With these documents the RE/Contract Manager will be able to determine the Work to be performed by the DBEs or subcontractors listed. Preconstruction Conference ¯ A preconstruction conference will be scheduled between the RE and the contractor or their representation to discuss the work each DBE subcontractor will perform. Before work can begin on a subcontract, the local agency will require the contractor to submit a completed "S.i~bcQntracting Request," Exhibit 16-B of the LAPM or equivalent. When the RE receives the completed form,it will be checked for agreement of the first tier subcontractors and DBEs. The RAE will not approve the .request when it identifies someone other than the DBE or first tier subcontractor listed’ in the previously completed "Local Agency Bidder DBE Information," Exhibit 15-G. The "Subcontracting Request" will not be approved until any discrepancies are resolved. If an issue cannot be resolved at that time, o~ there is some other concern, the RE.will require the contractor to eliminate the subcontractor in question before signing the subcontracting request. A change in the DBE or first tier subcontractor may be addressed during a substitution process at a later date. Suppliers, vendors, or manufacturers listed on the "Local Agency Bidder DBE Information" will be comparecl to those listed in the completed Exhibit 16-1 of the LAPM or equivalent. Differences must be resolved by either making corrections or requesting a substitution. Substitutions will be subject to the Subletting and Subcontracting Fair Practices Act (FPA). Local agencies will require contractors to adhere to the provisions within Subletting and Subcontracting Fair Practices act (State Law) Sections .4100-4144. FPA requires the contractor to list all subcontractors in excess of one half of one percent (0.5%) of the contractor’s total bid or $10,000, which ever is greater. The statute is designed to prevent bid shopping by contractors. The FPA explains that a contractor may not substitute a subcontractor listed in the original bid except with the approval of the awarding authority. The RE will give the contractor a blank Exhibit 17-F, "Final Report Utilization of Disadvantaged Business.EEnterpdses," and will explain to them that the document will be required at the end of the project, for which .payment can be withheld, in onformance with the contract. Construction Contract Monitorinq The RE will ensure that the RE’s staff (inspectors) knows what items of work each DBE is responsible for performing. Inspectors will notify the RE immediately of apparent violations. When a firm other than the listed DBE subcontractor is found performing the work, the RE will notify the contractor of the apparent discrepancy and potential loss of payment. Based on the contractor’s response, the RE will take appropriate action: The DBE Liaison Officer will perform a preliminary investigation to identify any potent!al issues related to the DBE subcontractor. performing a commercially useful function. Any substantive issues will be .forwarded to the Caltrans Disadvantaged Business Enterprise Program. If the contractor fails to adequately explain why there is a discrepancy, payment for the work will be withheld and a letter will be sent to the contractor referencing the applicable specification violation and the required withholding of payment. If the contract requires the submittal of a monthly truck document, the. contractor will be required to submit documentation to the RE showing the owner’s name; California Highway Patrol CA number;and the DBE certification number of the owner of the truck for each truck.-used during.that month for which DBE participation will be claimed. The trucks will be listed by California Highway Patrol CA number in the daily diary or on a separate piece of paper for documentation. The numbers are checked by inspectors regularly to confirm - compliance. Providing evidence of DBE payment is the responsibility of the contractor. Substitution When a DBE substitution is requested, the RE/Contract Manager will request a letter from the contractor explaining why substitution is needed. The RE/Contract Manager will obtain a wdtten concurrence from the DBE regarding this change. If the contractor is not meeting the contract goal with this substitution, the contractor must provide the required good faith effort to the RE/Contract Manager for local agency consideration. If there is any doubt in the RE/Contract Manager’s mind regarding the requested substitution, the RE/Contract Manager may contact DLAE for assistance and direction. Record Keepin,q and Final Report Utilization of Disadvanta.qed Business Enterprises The contractor shall maintain records showing the name and address of each first-tier subcontractor. The records shall also show: 7 1..The name and business address, regardless of tier, of every DBE subcontractor, DBE vendor of materials and DBE trucking company. 2.The date of payment and the total dollar figure paid to each of the firms. 3.The DBE prime contractor shall also show the date of work performed by their own forces along ~.~ ’~i the corresponding dollar value of the work claimed toward DBE go~...~. when a constPaction contram has been completed the contractor will provide a summary of the records stated above. The DBE utili .?_ation information will be documented on Exhibit 17-F and will be submitted to the DLAE attached to the Report of expenditures. The RE will compare the .completed Exhibit 17-F to the contractor’s completed Exhibit 15-G and, if applicable,-to the completed exhibit 16-B. The DBEs shown on the completed Exhibit 17-F should be the same as those originally listed unless an authorized substitution was allowed, or the contractor used more DBEsahd they were added. The dollar amount should reflect any changes made in planned work done by the DBE. The contractor will be required to explain in writing why the names of the subcontractors, the work items or dollar figures are different from what was originally on the completed Exhibit 15:G when: ¯ There have been no changes made by the RE. ¯ The contractor has not provided a sufficient explanation section of the completed Exhibit 17-F. in the comment The explanation will be attached toi.{~e completed Exhibit 17-F for submittal.. The RE will file this in the project records. The .local agency’s Liaison Officer will keep track of the DBE certification status on the Intemet at www.dot.ca..qov/hq/bep and keep the RE informed of changes that affect the contract. The RE will require the contrac{or to act in accordance with existing contractual commitments regardless of decertification. The DLAE will used the.PS&E checklist to monitor the City of Palo Alto’s commitment to require bidders list information 10 be submitted to the City of Palo Alto from the awarded pdme and subcontractors as a means to develop a bidders list. This monitoring will only take place if the bidders list information is required to be submitted as stipulated in the special provisions. The City of Palo Alto will bring to the attention of the DOT through the DLAE any false, fraudulent, or dishonest conduct in connection with the program, so that DOT can take .the steps (e.g., referral to the Department of Justice for criminal prosecution, referral to the DOT Inspector General, action under suspension and debarment or Program Fraud and Civil Penalties rules) provided in §26.109,. City of Palo Alto also will consider similar action under our own authorities, including responsibility determinations in future contracts. 8 XIV. Overall Goals (§26.45) The City of Palo Alto’s overall goal for the Federal fiscal year FY 2001 is 29% of the Federal financial assistance in FHWA-assisted contracts. This overall goal is broken down into 5% race-neutral and 24% race-conscious components. Process Starting with Federal fiscal year 2002, the amount of overall goal, the method to calculate the goal and the breakout of estimated race-neutral and race-conscious participation will be required annually by June 1 in advance of the Federal fiscal year beginning October 1 for FHWA-assisted contracts. Submittals will be to the Caltrans’ District Local Assistance Engineer (DLAE). An exception to this will be if FTA or FAA recipients are required by FTA or FAA to submit the annual information to them or a designee by another date. -FHWA recipients will follow this process: The City of Palo Alto will develop a local bidders list. This list will be used to determine the overall goal. As part of establishing an overall goal, the City of Palo Alto will make good faith efforts to consult with minority, women and general contractor groups; community organ~izations and officials; and business organizations. With that consultation referenced, the City of Palo Alto will submit the draft overall goal information (amount of overall goal, the method to calculate the goal, and the breakout of estimated race-neutral and race-conscious participation) on June 1 to the Caltrans’ DLAE, for preliminary comments. Once the DLAE has responded with preliminary comments and the comments have been incorporated into the draft overall goal information, the City of Palo Alto will publish a notice of the proposed overall goal, informing the public that the proposed goal and its rationale are available for inspection during normal business hours at the City of Palo Alto’s principal office for 30 days following the date of the notice, and informing the public that the City of Palo Alto will accept comments on the goals for 45 days following the date of the notice. Advertisements in newpapers, minority focus media, trade publications, and websites will be the normal media to accomplish this effort. The notice will include addresses to which comments may be sent and addresses (including offices and websites) where the proposal may be reviewed. The overall goal resubmission to the Caltrans’ DLAE, will include a summary of information and comments received during this public participation process and, the City of Palo Alto’s responses. This will be due by September 1 to the Caltrans’ DLAE. The DLAE will have a month to make a final review so the City of Palo Alto may begin using the overall goal on October 1 of each year. XV. Contract Goals (§26.51) The City of Palo Alto Agency Recipient will use contract goals to meet any portion of the overall goal the City of Palo Alto does not project being able to meet by the use of race-neutral means. Contract goals are established so that, over the period to which the overall goal applies, they will cumulatively result in 9 meeting any portion of the overall goal that is not projected to be met through the use of race-neutral means. Contract goals will be established only on those DOT-assisted contracts that have subcontracting possibil!ties. Contract goals need not be established on every such contract, and the size of contract goals will be adapted to the circumstances of each such contract (e.g., type and location of work, availability of DBEs to perform the particular type of work). The contract workitems will be compared with eligible DBE contractors willing to work on the project~ A determination will also be made to decide which items are likely to be performed .by the pdme contractor and which ones are likely to be performed by the subcontractor(s). The goal will then be incorporated into the contract documents. Contract goals will be expressed, as a percentage of the total amount of a DOT- assisted contract. XVI. Transit Vehicle Manufacturers (§26.49) If DOT-assisted contracts will include transit vehicle procurements, the City of Palo Alto will require each transit vehicle manufacturer, as a condition of being authorized to bid oF propose on transit vehicle procurements, to certify that it has complied with the requirements of 49 CFIR Part 26, Section 49. The City of Palo Alto will direct the transit vehicle manufacturer to the subject requirements located on the Intemet at http:llosdbuweb.dot.qov/proqramsldbe/dbe.htm. XVII. Good Faith Efforts (§26.53) Information to be submitted The City of Palo Alto-treats biddeWofferors’ compliance with good faith effort requirements as a matter of responsiveness. A responsive proposal is meeting all the requirements of the advertisement and solicitation. ¯ Each solicitation for which a construction contract goal has been established.will require the bidders/offerors to submit the following information to: City of Palo Alto Manager, Purchasing and Contract.Administration 250 Hamilton Ave. Palo Alto, CA 94301 RE: Project: IFB or RFP# No later than 4:00 p.m. on or before the fourth day, not including Saturdays, Sundays and legal holidays, following bid opening." 1.The names and addresses of DBE firms that wil! participate in the contract; 2.A description Of the work that each DBE will perform: 3.The dollar amount of the participation-of each DEB fir participation 4.Written and signed documentation of commitment to use a DBE subcontractor whose participation it submits to meet a contract goal; 10 5. Written and signed confirmation from the DBE that it is participating in the ¯ contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts. Demonstration of Good Faith Efforts The obligation of the bidder/offeror is to make good faith efforts. The biddedofferor can demonstrate that it has done so either by meeting the contract goal or documenting good faith efforts. Examples of goodfaith efforts are found in Appendix A to part 26 which is attached. The following personnel are responsible for determining whether a bidder/offeror who has not met the contract goal has documented sufficient good faith efforts to be regarded as responsive: Manager, Purchasing and Contract Administration The City of Palo Alto will ensure that all information is complete and accurate and adequately documents the bidder/offeror’s good faith efforts before a commitment to the performance of the contract by the bidder/offeror is made. Administrative Reconsideration. Within 10 days of being informed by the City of Palo Alto that it is not responsive because it has not documented sufficient good faith efforts, a bidder/offeror may request administrative reconsideration. Bidder/offerors should make this request in writing to the following reconsideration official: Carl Yeats Director, Administrative Services Division City of Palo Alto 250 Hamilton Ave. Palo Alto, CA 94301 650-329-2450 carl yeats@city.palo-alto.ca.us The reconsi~leration official will not have played any role in the original determination that the bidder/offeror did not make document sufficient good faith efforts. As part of this reconsideration, the bidder/offeror will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or mad adequate good faith efforts to do so. The bidder/offeror will have the opportunity to meet in person with the reconsideration official to discuss the issue of whetherit met the goal or made adequate good faith efforts to do. The City of Palo Alto will send the bidder/offeror a wdtten decision on reconsideration, explaining the basis for finding that the bidder did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to Caltrans, FHWA or the DOT. 11 Good Faith Efforts when a DBE is Replaced on a Contract The City of Pal0 Alto will require a contractor to make good faith efforts to replace- a DBE that is terminated or has otherwise failed to complete its work on a contract with another certified DBE, to the extent needed to meet the.contract goal. The prime contractor is required to notify the RE immediately on the DBE’s ¯ inability or unwillingness to perform and provide reasonable documentation. In this situation, the prime contractor will be required to obtain City of Palo Alto pdor approval of the substitute DBE and.to provide copies of new or amended subcontracts, or documentation of good faith efforts. If the contractor fails or refuses to comply in the time specified, City of Palo Alto contracting office will issue an order stopping all or part of payment/work until satisfactory action has been taken: If the contractoi" ~till fails to comply, the contracting officer may issue a termination for default proceeding. XVilI. Counting DBE Participation (§26.55) The City of Palo Alto will count DBE participation toward overall and contract goals as-provided in the contract Specifications for the pdme contractor, subcontractor, joint venture partner with prime or subcontractor, or vendor of matedal or supplies. See the Caltrans’s Sample Boiler Plate Contract Documents previously mentioned..A.Iso, refer to XI, A. "After Contract Award." XIX, Certification (§26.83(a)) City of Palo Alto ensures that only DBE firms currently certified on the Caltrans’.. directory will participate as DBEs in our program. XX. Information Collection and Reporting Bidders List The City of Palo Alto will create a bidders list, consisting of information about all DBE and non-DBE firms that bid or quote on DOT-assisted.contracts. The bidders list will include the name, address, DBE/non-DBE status, age, and annual gross receipts of firms. Data gathering to construct a bidders list will be accomplished by a public notice advertised annually to solicit applicableconsulting firms and contractors who participate in DOT-assisted contracts. Monitorinq Payments to DBEs Prime contractors are required to maintain records and documents of payments to DBEs for three years following the performance of the contract. These records will be made available for inspection upon request by any authorized representative of the City of Palo Alto, Caltrans or FHWA. This reporting requirements also extends to any certified DBE subcontractor. ~ 12 Payments to DBE subcontractors will be reviewed by the City of Palo Alto to ensure that the actual amount paid to DBE subcontractors equals or exceeds the dollar amounts stated in the schedule of DBE participation. Reportinq to Caltrans The City of Palo Alto - Final utilization of DBE participation will be reported to the DLAE using Exhibit 17-F of the Caltrans’ LAPM. Confidentiality .The City of Palo Alto will safeguard from disclosure to third parties information that may reasonable be regarded as confidential business information, consistent with Federal, state, and local laws. City Manager Date: This .Disadvantaged Business Enterprise Program is accepted by: DLAE Date: 13 APPENDIX A TC 49 CFR PART 26 -- GUIDANCE CONCERNING GOOD FAITH EFFORTS I. When, as a recipient, you establish a contract goal on a DOT-assisted contract, a bidder must, in order to be responsible and/or responsive, make good faith efforts to meet the goal. The bidder can meet this requirement in either of two ways. First, the bidder can meet the goal, documenting commitments for participation by DBE firms sufficient for this purpose. Second, even if it doesn’t meet the goal, the bidder can document adequate good faith efforts. This means that the bidder must show that it took all-necessary and reasonable steps to achieve a DBE goal or other requirement of this -part which, by their scope, intensity, and appropriateness to the objective, could reasonal~iy be expected to obtain sufficient DBE participation, even if-they were not fully successful. II. In any situation in which you have .-established a contract goal, part 26 requires you to ¯ use the good faith efforts mechanism of this part. As a recipient, it is up to you to make a fair and reasonable judgment whetherbidder that did not meet the goal made adequate good faith efforts. It is important for you to consider the quality, quantity, and intensity of the different kinds of efforts that the bidder has made. The efforts employed by the bidder should be those that one could reasonably expect a bidder to take if the bidder were actively and aggressively trying to obtain DBE.participation Sufficient to meet the DBE contract goal. Mere pro forma efforts are not good faith efforts to meet. the DBE contract requirements. We emphasize, however, that ~your determination conce-ming the sufficiency of the firm’s good .faith efforts is a judgment call: .meeting quantitative formulas is not required. Ill.The Department also strongly cautions you against requiring.that a bidder meet a contract goal(i.e., obtain a specified amount of DBE participation) in order to be awarded a contract, even though the bidder makes an adequate good faith efforts showing. This rule specifically prohibits you from ignoring bona fide good faith efforts. IV. The following is a list of types of actions, which you should consider as part of the bidder’s good faith efforts to obtain DBE participation. It is not intended to be a mandatory checklist, nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. Soliciting through all reasonable and available means (e.g.attendance at pre- bid meetings, advertising and/or written notice) the interest of all certified DBEs who have the capability to perform the work of the contract. The bidder must solicit this interest within sufficient time to allow the DBEs to respond to the solicitation. The bidder, must determine with certainty if the DBEs are interested by taking appropriate steps to follow up initial solicitations. Selecting portions of the work to be performed by DBEs in .order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible .units. to facilitate DBE participation, even when the prime contractor might otherwise prefer to perform these~work items with its own forces. Co Do Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation.- (1) Negotiating in good faith with interested DBEs. It is the bidder’s .responsibility to make a portion of the work available to DBE subcontractors and suppliers and to select those portions of the work or material needs -consistent with the available DBE subcontractors and suppliers, so as to facilitate DBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of DBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs to perform the work. (2) A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including DBE subcontractors,-and would take a firm’s price and capabilities, as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and us!ng DBEs is not in itself sufficient reason for a. bidder’s failure.to meet the contract DBE goal, as long as such costs are reasonable. Also, the ability or desire of prime contractor to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Prime contractors are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. Not rejecting DBEs as being unqualified without sound reasonsbased on a thorough investigation of their capabilities. The contractor’s standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union employee status) are not legitimate causes for the a rejection or non-solicitation of bids in the contractoi"s efforts to meet the project goal. F.Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or contractor. G.Making efforts to assist interested DBEs in obtaining hecessary equipment, supplies, materials, or related assistance or services. No Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state, and federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs. V. In determining .whether a bidder has made good faith effort, you may take into account the performance of other bidders in meeting the contract. For example, when the apparent successful bidder fails to meet the contract goal, but other meet it, you may reasonably raise the question of whether, with additional reasonable efforts, the apparent successful bidder could have met the goal. If the apparent successful bidder fails to meet the goal, but meets or exceeds the average DBE participation obtained by 15 other bidders, you may view this, in conjunction with other factors, as evidence of apparent successful bidder having made good faith efforts. 16 LOCAL AGENCY BIDDER - DBE - INFORMATION This information may be submitted with yOUr bid proposal. If it is not, and you are the apparent low bidder of the second or third low bidder, itmust be Submitted and received as specified in Section 201.02B of the Special. Provisions. Failure to submit the required DBE information will be grounds for finding the proposal nonresponsive. CO.-RTE.-K.P.: CONTRACTOR NO.: BID AMOUNT: $ BID OPENING DATE:. BIDDER’S NAME: DBE GOAL FROM CONTRACT: DBE PRIME CONTRACTOR CERTIFICATION1: ¯ CONTRACT ITEM NO. ITEM OF WORK AND DESCRIPTION OR SERVICES TO BE SUBCONTRACTED OR MATERIALS TO BE PROVIDED DBE CERT.NO. IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Copies of the DBE quotes are required. Names of the Firs~ Tier DBE Subcontractors and their respective item(s) of work listed above shall be consistent, where applicable, with the names and Items of work in the "List of Subcontractors" submitted with your bid pursuant to the Subcontractors Listing Law and Section 2-1.01, "General," of the Spec.lal Provisions. DBE prime contractors shall enter their DBE certification number. DBE prime contractors shall indicate all work to be performed by DBEs including work performed by its own forces. 2.If 100% of item is not to be performed or fumished by DBE, describe exact portion of item to be performed or furnished by DBE. 3.See Sectioh 2-1.02, "Disadvantaged Business Enterprise," to determine the Credit allowed for DBE firms. NAME OF DBEs (Must be certified on the date bids are opened.include dBE address and phone number) Total Claimed Participation DOLLAR AMOUNT DBE= Signature of Bidder Date (Area Code) Tel.No. Person to Contact (Please Type or Print) 17 CITYOF PALO ALTO OVERALL ANNUAL DBE GOAL ANDMETHODOL0GY FEDERAL FISCAL YEAR 2000/01 Utilizing Another DOT Recipient ’ s Approved Goal I.DOT-Assisted Contracting Program for FY 2000/01 The following table represents the City ofPalo Alto’s projected DOT-assisted contracts by work category, Standard Industry Classification mad dollar value of DOT-assisted ¯ funds considered in the goal setting analysis: WORK CATEGORY Consulting Services Heavy Construction TOTAL SIC CATEGORY ESTIMArgD DOLLAR VALUE S 87 S16 $676,000 $3,846,500 $4,522,500 FUNDING BY WORK CATEGORY 15% 85% 100% GOAL METHODOLOGY Step 1: Determining a Base Figure The City of Palo Alto will utilize the City of Sunnyvale’s Approved Overall Annual Goal for DBE Participation as a means of establishing the City’s Base Figure of relative availability of DBEs for FFY 2000/01. Sunnyvale’s Approved Overall Anuual Goal was set in accordance with 49 CFK Part 26.45 criteria mad has a similar contracting program within a similar market as the City of Palo Alto. " Sunnyvale’s Approved OVerall Annual Goal for DBE Participation for FFY 200/01 is as follows: RACE-NEUTRAL RACE-CONSCIOUS ANNUAL DBE GOAL METHOD METHOD 2%10%12% Step 2: Adjusting the Base Figure The City of Palo Alto, however needs to make an immediate adjustment to Sunnyvale’s goal to ensure that the base figure of relative availability of DBEs more correctly reflects the City’s projected contracting program for FFY 2000/01. Page 1 To d0this the mix of the work categories was adjusted to reflect the respective dollar values of consulting and eontraet~g categories, and the Sunnyvale base figure was recalculated to more accurately reflect the City ofPalo Alto’s requirements. The result of this recalculation requires the CityofPalo Alto to make a +13% adjustment to the Sunnyvale goal, as shown .below: DETERMINATION OF THE ADJUSTED BASE FIGURE FOR THE CITY OF PALO ALTO (BASED ON DATA PROVIDED IN SUNNYVALE DBE PROGRAM FOR FFY 2000/01) SIC 87 Engineers &. Marmgement Services SIC 16 Heavy Construction 16 2986 lO 112 # Caltrans DBE Directory Finns # Census Bureau Firms (CBP) # Caltrans DBE Directory Finns # Census Bureau Finns (CBP) Percentage of DBEs in the overall marketplace available.to the City of Palo Alto. The percentages of DBEs have been weighted by the relative dollars to be spent in each SIC code as shown in the following computation: Palo AltoModification of Sunnyvale Base Figure: Adjusted Sunnyvale. ~= Base Figure .15 (16 DBEs in SIC 87) 2986. + .85 (10 DBEs in SIC 16) 112 .15 (16/2986)o+ .85 (10/112) =0.0008 +.0.0758 0.0766 or 7.66% The City of Palo Alto also assessed other known relevant evidence to determine what additional adjustments were needed to narrowly tailor the Base Figure to the City of Palo Alto’s marketplace and prior experience as follows: ¯Current capacity of DBEs (volume of work DBEs have performed in recent years) ¯Another recipient!Local Agency’s approved DBE Goal Page 2 Pal0 Alto Goal Attainment Experience: FFY 1993-94 thru 1995-96 FFY 1996-97 thin 1999-00 18% 25% Average Goal Attainment 21.5% Adjustment = Adjusted Base Figure + Average Goal Attainment Adjustment = 7.66%-+ 21.50% AdjuSted Goal = 29% RACE-NEUTRAL RACE-CONSCIOUS ANNUAL DBE GOAL METHOD METHOD 5%24%29% This overall goal is determined to be the level of DBE participation that would be expected fit.here were no discrimination. Of the overall annual 29% goal for DBE participation, the City of Palo Alto projects meeting 5% of the goal u~l~ng race-neutral methods, including inaking efforts to assure that bidding and contract requirements facilitate participation by DBEs and other small businesses; unbundling large contracts.to make them more accessible to small businesses; encouraging prime contractors to subcontract portions of the work that they might otherwise perform themselves, and. providing technical assistance and other support services to facilitate consideration of DBEs mad other small businesses. Additionally, the goal will be attained through aggressive sourcing prime contractor cooperation and s~aS.ugent contract monitoring. The remaining 24% of the goal is anticipated to be accomplished through race-c0nscious measures. These include establishing contract-specific goals on contracts with contracting possibilities, when needed, to meet the City’s overall annual DBE goal. The City will make a good will effort to achieve this goal, but the City’s most recent experience indicates that a realistic goal is the 25% level w~ have experienced in the most recent years. Page 3 EXHIBIT C, CITY OF PALO ALTO HOMER AVENUE CALTRAIN UNDERCROSSING PROJECT 15% Design Material and Data provided by the City Documents: 1.Draft Environmental Impact Report for Palo Alto Medical Foundation (PAMF) prepared by Environmental Science Associates (ESA) dated October 20, 1995. 2.Final Environmental Impact Report Addendum for PAMF dated January 11, 1996. 3.Draft Geotechnical Investigation report for PAMF dated September 10, 1993. 4.Draft Environmental Impact Report for South of Forest Area Coordination Area Plan prepared by EMC Planning Group Inc. dated February 1999. 5.Homer Avenue Crossing Feasibility Study PrePared by Steven Grover & Associates dated November 1998. 6.Preliminary Environmental Study Form package for the Homer Avenue Caltrain Undercrossing project prepared by the City on June 13, 2001. 7.Palo Alto Municipal Code Chapter 8.10 - Tree Preservation and Management Regulations. 8.City Block Book Maps 9.Archeological Report from Sonoma State University ,,., 0/181HX3 EXHIBIT D NOLTE ASSOCIATES, Inc. CHARGE RATES SCHEDULE OFFICE:TECHNICAL SERVICES Engineering Aide/Planning Aide Project Assistant CADD Technician I CADD Technician II CADD Technician Senior CADD Technician/Designer Design Supervisor $50.00/hour $69.00/hour $77.00/hour $94.00/hour $100.00/hour $104.00/hour $123.00/hour PROFESSIONAL Junior Engineer/Planner/Surveyor Assistant Engineer/Planner/Surveyor Associate Engineer/Planner/Surveyor senior Engineer/Planner/Surveyor Manager Structural Engineer Associate Principal $87.00/hour $102.00/hour $ 120.00 ih0ur $ 128.00/hour $ 136.00/hour $ 153.00/hour $ 153.00/hour $ 186.00/hour FIELD:CONSTRUCTION MANAGEMENT Assistant Resident Engineer Resident Engineer Senior Resident Engineer Construction Manager $ 110.00/hour $ 117.00/hour $ 123.00/hour $ 136.00/hour SURVEYING 1-Person Survey Crew (GPS)(Robotic) 1-Person Survey Crew 2-Person Survey Crew 3-Person Survey Crew $ $ $ $ 136.00/hour 105.00/hour 196.00/hour 249.00/hour EXPENSES: Plotting and In-house Reproduction Subsistence Other Expenses-Including Sub-Consultants and Purchased Services through Subcontracts Mileage - Outside local area 1.25 x Cost 1.25 x Cost 1.10 x Cost $ 0.35/mile Rates are effective through December 31, 2001. If contract assignment ex~ends beyond that date, the City and Consultant shall negotiate in good faith a new rate schedule for any services to be provided after December 31, 2001. Litigation support will be billed at $250.00 per hour. Overhead and Profit Fee Rates: Salary Overhead to Direct Labor General and Administrative Overhead to Direct Labor Combined Overhead Profit Fee Total Markup to Direct Labor 43.1% 135.3% 178.3% 10.0% 3.06 Effective 929/00 W:\CHRGRATE~001NorCal.Doc EXHIBIT E : Certificate of Insurance . . Agoncy Name and Adckess:Professional t’ractlce Insurance Brokers, Inc. [0 California Street Redwood City, CA 94063-1513 1 of 1 #$33867/M32~ ITHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFIOATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED THE POUCIES LISTED BELOW. Insureds Name a~qd Address: Nolte Associates, Inc. 1750 Cree "ksido Oaks Dr., #200 Sacramento, CA 95833 Companies Affordin.q Policigs;~-American Motorists Insurance Company B.Ameriean Motorists Insurance Co. c.Continental C~su.~lty Company D. COVI’-~M~*-~ES: Tiffs IS 3’0 CERTIF"Y 1HAT POLICIES OF INSURANCE U~ t’&L~ BELOw HAVE BEEN ISSUED 10 TI IE INSURE13 NAMED ABOVE FOR 1"HE POLICY PERIOD INDICATED. NO~Atl ~’HSTANDING ,&NY REQUIREMENT. TERM OR CONBITIQN OF ANY CONTRACT (3~ OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY ~ fi IS SUEDMAy PER fAIN. THr: INSURANCE AFFORDE1313¥ THE POLICIES 13ESGRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS. AND CONDITIONS OK SUCH POl ICIF_S. TYPE OF !NSIJRANCE POLIO’:.NUMBER EFF,DATE EXP.DATE I’~OL]CY LiMiTS TKI>77298902 l 05/01/01 05/01102GENERAL LIABILITY Commercial General Ua~ity [] Claims Made [] O~-x:urren~e Owner’s and Contractom Protective AUTO LIABILITY r~..l~ Any AutolTiob~le All Owned Autos [] Scheduled Autos [] Hired Autos [] Non-owned Autos L_~_]~ Garage Ll~abilily EXCESS LIABILITY Umbrella Form General Aggregate:SZ,O00,O00 ’ Produots-Com/OpS AggregatE:$2.,000,000 Personal and Adv. Injury: $1,000.000 Each Occurrence: $1,000,000 Fire Drag. (any one fire): $1,000.000 Othor ~han Umbrella Form WORKERS’COMPENSATION AND EMPLOYER’S 1 I~,BIL PROFESSIONAL LIABILITY" TKF/7298902 7CW30554704 AEA006161904 05/01/01 05/01102 05101101 05/01/02 05101101 05/01/02 Combined Single Lim~$I,000.000 Bodily lnjury/porson:$0 Bodily’ Injury/accidLont:$0 Property Damage:$0 Each Occurrence: Aggregate: StaMory Limits EaEh Accident:$ 1,0(}O,O00 Dis~)aselPoticy Umir:$i ,9_’vJ,00.3 Disease/Employee:$1,000,000 Per Claim $1,000,000 Acj~re,qate $I ,O00,000 Description of Operations/Locations/Vehicles/Restrictions/Special items: ALL OPERATIONS OF THE NAMED INSURED, INCLUDING HOMER AVENUE CALTRAIN UNDERCROSSING. SEE ADDITIONAL INSURED ENDORSEMENT A’[TACHED, "Written at agg[~ate limits of lia_bilitv not less than Certificate Holder: City of Pale Alto Office of the City Clerk P.O. Box 10250 Pale Alto, CA 94303 Lmount shown. THE AGGREGATE {.IMIT 12 THE TOTAL INSU.RANCE AVAILABLe; FOR CLAIMS p RESENTE:13 WITHIN THE POLICY FOP. ALL OPERATIONS OF "I’HE INSURED. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIr~ED POLICIES BE CANCELED B~.FORE "1"1,1~ EXPIRATION DATE THEREOF. THE ISSUING COMPANY. ITS AGENTS OR REPRGSENTATIVES W~LL MAIL 30 1SAY3 WR1TrEN NOTICE TO TH~ CERTIFICATE HDLDER NAMED TO THE L~FT, ~XCEPT IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WNICH CASE I 0 DAYS NOT1CE- WiLL BE GIVEN.,,,’~AUthOr~O~,J Re~tesenl=ive: /.~,_,. ~ 06/27/01 AMERICAN MOTORISTS INSURANCE C’OMPANY BLANKET ADDITIONAL INSURED ENDORSMENT ARCHITECTS AND ENGINEERS PROGRAM This blanket endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY POLICY for: INamed Insured: Policy Period: Nolte Associates, Inc. 05/01[014;15/01102 Policy No,TKP77298902 TYPE OF OPERATION All operations of the Named Insured, including a specific project/job listed on the attached Certificate of Insurance. WHO IS AN INSURED (Section II) is amended to include as an insured The Additiona! Insureds; Owncrs, Lessees or Contractors listed below, but only with respect to liability arising out of "your work" perforated for that insured by or for you. ADDt~ONAL INSU.REp -- OWN~_RS, LESSEES, LOSS PAY’ABLE OR COHTRAGTORS FL~’M B City of Pa!o AHo, its council members, officers, agents and employees PRIMARY COVERAGE _ With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the Additional Insureds. g._ROSS UABILITY CLAUSe= _ The naming of more than one person, firm or corporation as insureds under this policy shall not, for that reason alone, extinguish any fights of the insured against another, but this endorsement, and the naming of multiple in.4ureds, sl~all not increase the total liability of the Company under this policy. NOTICE OF CANCELLATION1. If we cancel this policy for ~ny reason other than non-payment of premium, we will mail written notice atleast 30 days before the effective date of cancellation to the Additional Insureds on file with the Company. 2. If we cancel this policy for non-payment of premium, we will mail written notice at least 10 days before the effective date of cancellation to the Additiotla! Insureds on file with the Company. WAIVER OF SUBROGATION -- Applicable to Commercial General Liability Coverage: If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. This insurance shall not be invalidated should the Named insured waive in writing, prior to a loss, any or all rights of recovery against any party for a loss occurring. However, the insured must do nothing afler a loss to impair these rights. At our request, the insured will bring "suit" or transfer those rights to us and help us ,,,o,,.6 ,,,err,. Tl~is c,J~d;ti~, d~,~,5 ~,L,t. a~,p’y t~, Medic-at Expenses Coverage. Authorized Representative NOTE;MEETS OR EXCEEDS CG 20 10 1185 ISSUED. J~,nO 27, 2001 EXHIBIT F PART III - CERTIFICATION OF NONDISCRIMINATION FORM 410 Project:Professional Services for the Homer Avenue Caltrain Undercrossing Project Certification of Nondiscrimination.: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, colorl religion, sex, national odgin, ancestry, disability, or sexual preference; that they are in compliance with all Federal~ State and local directives and executive orders regarding nondiscrimination in employment. Firm: Nolte Associates, Inc. Title of Officer Signin.q:/? / Vic.e President Signature~’ ~ DATE: June 5, 2001 CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION RFP # 13418Z